On 2 February 2008 Gerald, who owned “Coffee Grand Restaurants” – a chain of 5 restaurants that were known for serving excellent food and fine coffee — sent an e-mail to Luis that said: “I offer to purchase from you 5000 pounds of your ‘grade super A+’ Arabica coffee imported from Antioquia province in Colombia – I will pay you $3.00 per pound. The coffee should be delivered to my place of business in Panorama City on or before 12 March 2008. I will pay the full price for the coffee by 25 March 2008.”
On 5 February 2008 Luis, who owned Colombia Coffee, Inc. — a business that imported coffee from South America to the United States — sent an e-mail to Gerald that said: “I would like to accept your offer – I will provide you with the coffee that you requested. The full price for all of the coffee must be paid to me at the time the coffee is delivered to you. We will also sell to you 1000 pounds of grade B Arabica coffee beans at a price of $2.00 per pound. This coffee will be delivered at the same time as the grade A beans. This contract shall also include our ‘Standard Conditions of Contracts of Sale’ that can be found on-line at www.colombiaccoffeeinc.com Everything on that webpage is incorporated by reference into this contract”.
The “Standard Terms and Conditions” posted on the website included the following statement: “The purchaser of this coffee must reimburse Colombia
Coffee, Inc. for the 2 cents per pound import duty that Colombia Coffee has paid to the government of the United States in order to import the coffee into the United States”.
It was customary for purchasers of imported coffee to reimburse the seller for import duties paid when coffee was imported into the United States.
On 6 February 2008 Gerald sent an e-mail to Luis that stated: “I am sending this message to confirm that because of your e-mail to me we now have a contract; I will receive delivery of coffee from you on 12 March 2008. However I must inform you that I cannot purchase any grade B Arabica coffee from you – the sale of that coffee cannot be part of our contract”.
Does a valid and binding contract between Gerald and Luis for the sale of coffee exist? If so, what are the terms of that contract? Explain.